Item 3.02 Unregistered Sales of Equity Securities.

As previously reported, on November 1, 2019, Manufactured Housing Properties Inc. (the "Company") launched an offering (the "Offering") of up to 1,000,000 shares of its Series B Cumulative Redeemable Preferred Stock (the "Series B Preferred Stock"), at a price of $10.00 per share, for maximum gross proceeds of $10,000,000. In addition, the Company is offering bonus shares to early investors in the Offering, pursuant to which the first 400 investors will receive, in addition to Series B Preferred Stock, 100 shares of Common Stock, regardless of the amount invested, for a total of 40,000 shares of Common Stock.

The Offering is being conducted on a "best efforts" basis under Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the "Securities Act"), for Tier 2 offerings, pursuant to the Company's offering statement on Form 1-A, originally filed with the Securities and Exchange Commission (the "SEC") on May 9, 2019, as amended (the "Offering Statement"), which was qualified by the SEC on November 1, 2019. The Offering will terminate at the earlier of: (1) the date on which the maximum amount of offered shares of Series B Preferred Stock has been sold, (2) March 30, 2021, or (3) the date on which the Offering is earlier terminated by the Company in its sole discretion.

Digital Offering LLC (the "Underwriter") is acting as the Company's managing broker-dealer for the Offering. The Underwriter has made no commitment to purchase all or any part of the shares of Series B Preferred Stock being offered but has agreed to use its best efforts to sell such shares in the Offering. As partial compensation, the Company agreed to pay the Underwriter concurrently with each closing of the Offering a cash placement fee equal to 7% of the gross proceeds of such closing.

As has been previously reported, from November 29, 2019 through December 2, 2020, the Company has completed multiple closings of the Offering in which the Company sold an aggregate of 631,676 shares of Series B Preferred Stock to 272 investors for total gross proceeds of $6,316,760. After deducting the placement fee, the Company received aggregate net proceeds of approximately $5,874,587 in these closings. The Company also issued an aggregate of 27,200 shares of Common Stock to these investors.

On December 28, 2020, the Company completed an additional closing of the Offering, pursuant to which the Company sold an aggregate of 9,578 shares of Series B Preferred Stock to 7 investors for total gross proceeds of $95,780. After deducting the placement fee, the Company received net proceeds of approximately $89,075. The Company also issued 700 shares of Common Stock to additional early investors.

Please see the Offering Statement for additional details regarding the Offering, including the terms of the Series B Preferred Stock being offered.

As noted above, the issuance of the Series B Preferred Stock and Common Stock was made in reliance upon an exemption from registration provided under Regulation A of Section 3(6) of the Securities Act.



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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit No.   Description of Exhibit
    1.1         Engagement Agreement, dated April 30, 2019, between Manufactured
              Housing Properties Inc. and Digital Offering LLC (incorporated by
              reference to Exhibit 1.1 to the Offering Statement on Form 1-A filed
              on May 9, 2019)
    1.2         Amendment to Engagement Agreement, dated September 4, 2019, between
              Manufactured Housing Properties Inc. and Digital Offering
              LLC (incorporated by reference to Exhibit 1.2 to the Amended Offering
              Statement on Form 1-A/A filed on October 15, 2019)
    1.3         Second Amendment to Engagement Agreement, dated September 30, 2019,
              between Manufactured Housing Properties Inc. and Digital Offering LLC
              (incorporated by reference to Exhibit 1.3 to the Amended Offering
              Statement on Form 1-A/A filed on October 15, 2019)
    3.1         Certificate of Designation of Series B Cumulative Redeemable
              Preferred Stock (incorporated by reference to Exhibit 3.1 to the
              Current Report on Form 8-K filed on December 5, 2019)
   10.1         Form of Subscription Agreement (incorporated by reference to Exhibit
              4.1 to the Amended Offering Statement on Form 1-A/A filed on October
              15, 2019)
   10.2         Escrow Agreement, dated October 4, 2019, by and among Manufactured
              Housing Properties Inc., Digital Offering LLC and Wilmington Trust,
              National Association (incorporated by reference to Exhibit 8.1 to the
              Amended Offering Statement on Form 1-A/A filed on October 15, 2019)





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